MORGAN STANLEY — Capital/Financing Update 2018

Jun 7, 2018

June 2018

Preliminary Pricing Supplement No. 684

Registration Statement Nos. 333-221595; 333-221595-01

Dated June 7, 2018

Filed pursuant to Rule 424(b)(2)

M organ S tanley F inance LLC

Structured Investments

Opportunities in International Equities

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Fully and Unconditionally Guaranteed by Morgan Stanley

Equity-Linked Partial Principal at Risk Securities, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities will pay no interest, provide for a minimum payment amount of only 95.00% of principal at maturity and have the terms described in the accompanying prospectus supplement, index supplement and prospectus, as supplemented and modified by this document. The payment at maturity on the securities will be based on the performance of the worst performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF. At maturity, if the final level of each underlying is greater than its respective initial level, investors will receive the stated principal amount of their investment plus a supplemental redemption amount reflecting 100% of the appreciation of the worst performing underlying from its initial level to its final level. The supplemental redemption amount will therefore be payable only if both underlyings have appreciated from their respective initial levels. However, if at maturity the final level of either underlying is less than its respective initial level, investors will lose 1% for every 1% decline in the worst performing underlying from its initial level to its final level, subject to the minimum payment amount. Investors may lose up to 5.00% of the stated principal amount of the securities. Because the payment at maturity of the securities is based on the worst performing of the underlyings, a decline in either underlying will result in a loss of up to 5.00% of your investment even if the other underlying has appreciated or has not declined as much. The securities are for investors who are concerned about principal risk, but seek an equity-based return, and who are willing to risk 5.00% of their principal and to forgo current income in exchange for the repayment of at least 95.00% of principal at maturity and the opportunity to participate in the appreciation of the worst performing underlying from its initial level to its final level. The securities are securities issued as part of MSFL’s Series A Global Medium-Term Notes program.

All payments on the securities, including the payment of the minimum payment amount at maturity, are subject to our credit risk. If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

SUMMARY TERMS — Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Issue price:	$1,000 per security (see “Commissions and issue price” below)
Stated principal amount:	$1,000 per security
Aggregate principal amount:	$
Pricing date:	June 22, 2018
Original issue date:	June 27, 2018 (3 business days after the pricing date)
Maturity date:	June , 2020 to September , 2020, to be determined on the pricing date
Interest:	None
Underlyings:	EURO
STOXX 50 ® Index (the “SX5E Index”) and shares of the iShares ® MSCI Emerging Markets
ETF (the “EEM Shares”)
Payment at maturity:	If the final level of each underlying is greater
than its respective initial level: $1,000 + supplemental redemption amount If the final level
of either underlying is less than or equal to its respective initial level: ($1,000 x underlying
performance factor of the worst performing underlying), subject to the minimum payment amount Under these circumstances, the payment at maturity
will be less than the stated principal amount of $1,000 per security by an amount that is proportionate to the percentage decline
of the worst performing underlying. However, under no circumstances will the payment due at maturity be less than the minimum
payment amount of $950 per security.
Supplemental redemption amount:	(i) $1,000 times (ii) the underlying percent change of the worst performing underlying times (iii) the participation rate
Worst performing underlying:	The underlying with the lesser underlying percent change
Minimum payment amount:	$950 per security (95.00% of the stated principal amount)
Participation rate:	100%
Underlying percent change:	With respect to each underlying, (final level – initial level) / initial level
Underlying performance factor:	With respect to each underlying, final level / initial level
Initial level:	With respect to the SX5E Index, , which is the index
closing value of such underlying on the pricing date With respect to the EEM Shares, $ , which is the closing
price of such underlying on the pricing date
Final level:	With respect to the SX5E Index, the index closing value
of such underlying on the determination date With respect to the EEM Shares, the closing price of
such underlying on the determination date times the adjustment factor on such date
Adjustment factor:	With respect to the EEM Shares, 1.0, subject to adjustment in the event of certain events affecting the EEM Shares
Determination date:	June , 2020 to September , 2020 (to be determined on the pricing date), subject to postponement for non-index business days, non-trading days and certain market disruption events
CUSIP / ISIN:	61768C4T1 / US61768C4T16
Listing:	The securities will not be listed on any securities exchange.
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest.”
Estimated value on the pricing date:	Approximately $951.80 per security, or within $15.00 of that estimate. See “Investment Summary” beginning on page 2.
Commissions and issue price:	Price to public	Agent’s commissions (1)	Proceeds to us (2)
Per security	$1,000	$	$
Total	$	$	$

(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $ for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.

(2) See “Use of proceeds and hedging” on page 25.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying prospectus supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this document together with the related prospectus supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information About the Securities” at the end of this document.

As used in this document, “we,” “us” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Prospectus Supplement dated November 16, 2017

Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

Field: Page; Sequence: 1

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Investment Summary

Equity-Linked Partial Principal at Risk Securities

The Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020 Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF (the “securities”) provide investors with an opportunity to receive a return reflecting 100% of the positive performance of the worst performing underlying, while maintaining 1:1 downside exposure to any decline in the worst performing underlying, subject to the minimum payment amount at maturity of $950 per security.

If the final level of each underlying is greater than its respective initial level, the securities will pay the stated principal amount of $1,000 plus a supplemental redemption amount. The supplemental redemption amount provides 100% upside participation in any appreciation of the worst performing underlying (e.g., if the worst performing underlying appreciates 10% from its initial level to its final level, the investor receives 100% of principal plus 10% at maturity). If the final level of either underlying is less than or equal to its respective initial level, the payment at maturity per security will be equal to or less than the $1,000 principal amount of securities by an amount proportionate to the decline in the worst performing underlying as of the determination date, subject to the minimum payment amount of $950 per security. The securities do not pay interest, and all payments on the securities, including the payment of the minimum payment amount at maturity, are subject to our credit risk.

Maturity:	Between 2 years and 2.25 years (to be determined on the pricing date)
Minimum payment amount:	$950 per security (95.00% of the stated principal amount). You could lose up to 5.00% of the stated principal amount of the securities.
Participation rate:	100%
Interest:	None

We are using this preliminary pricing supplement to solicit from you an offer to purchase the securities. You may revoke your offer to purchase the securities at any time prior to the time at which we accept such offer by notifying the relevant agent. We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any material changes to the terms of the securities, we will notify you.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $951.80, or within $15.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlyings. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlyings, instruments based on the underlyings, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the minimum payment amount and the participation rate, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the

Field: Page; Sequence: 2; Options: NewSection; Value: 2

June 2018 Page 2

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time.

Field: Page; Sequence: 3; Value: 2

June 2018 Page 3

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Key Investment Rationale

The securities offer 100% participation in any positive performance of the worst performing underlying, while providing for a minimum repayment of 95.00% of the stated principal amount if the securities are held to maturity, in exchange for forgoing current income and interest. All payments on the securities, including the payment of the minimum payment amount at maturity, are subject to our credit risk.

Minimum Payment Amount of 95.00% of Principal at Maturity	The securities provide for the minimum payment amount of 95.00% of principal if held to maturity.
Upside Scenario	Both underlyings appreciate, and the securities return par plus 100% upside participation in the appreciation of the the worst performing underlying.
Downside Scenario	One or both of the underlyings depreciate, and the securities redeem for less than the $1,000 stated principal amount by an amount proportionate to the decline in the level of the the worst performing underlying, subject to the minimum payment amount of $950 per security (95.00% of the stated principal amount).

Field: Page; Sequence: 4; Value: 2

June 2018 Page 4

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Hypothetical Examples

The following hypothetical examples illustrate how to calculate the payment at maturity on the securities. The following examples are for illustrative purposes only. The actual initial level for each underlying will be determined on the pricing date. Any payment at maturity on the securities is subject to our credit risk. The below examples are based on the following terms:

Stated principal amount:	$1,000 per security
Participation rate:	100%
Minimum payment amount:	$950 per security (95.00% of the stated principal amount)
Hypothetical initial level:	With respect to the SX5E Index: 3,500 With respect to the EEM Shares: $45

EXAMPLE 1: The final level of each underlying is greater than its respective initial level.

Final level		SX5E Index: 3,850
		EEM Shares: $63
Underlying percent change		SX5E Index: (3,850 – 3,500) / 3,500 = 10% EEM Shares: ($63 – $45) / $45 = 40%
Payment at maturity	=	$1,000 + ($1,000 × underlying percent change of the worst performing underlying)
	=	$1,000 + ($1,000 × 10%)
	=	$1,100

In example 1, the final levels of both the SX5E Index and EEM Shares are greater than their initial levels. The SX5E Index has appreciated by 10% while the EEM Shares have appreciated by 40%. Therefore, investors receive at maturity the stated principal amount plus a return reflecting 100% of the appreciation of the worst performing underlying, which is the SX5E Index in this example. Investors receive $1,100 per security at maturity.

EXAMPLE 2: The final level of one underlying is greater than its respective initial level, while the final level of the other underlying is less than its respective initial level, but not by more than 5.00%.

Final level		SX5E Index: 4,200
		EEM Shares: $43.65
Underlying performance factor		SX5E Index: 4,200 / 3,500 = 120% EEM Shares: $43.65 / $45 = 97%
Payment at maturity	=	($1,000 x underlying performance factor of the worst performing underlying), subject to the minimum payment amount
	=	$1,000 × 97%
	=	$970

Field: Page; Sequence: 5; Value: 2

June 2018 Page 5

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

In example 2, the final level of the SX5E Index is greater than its respective initial level, while the final level of the EEM Shares is less than the respective initial level. While the SX5E Index has appreciated by 20%, the EEM Shares have declined by 3%. Therefore, investors are exposed to the negative performance of the EEM Shares, which represent the worst performing underlying in this example, subject to the minimum payment amount. At maturity, investors receive a payment at maturity of $970 per security, or 97.00% of the stated principal amount. In this example, investors are exposed to the negative performance of the worst performing underlying, subject to the minimum payment amount, even though the other underlying has appreciated in value by 20%, because the final level of each underlying is not greater than its respective initial level.

EXAMPLE 3: The final level of one underlying is greater than its respective initial level, while the final level of the other underlying is less than its respective initial level by more than 5.00%.

Final level		SX5E Index: 2,450
		EEM Shares: $51.75
Underlying performance factor		SX5E Index: 2,450 / 3,500 = 70% EEM Shares: $51.75 / $45 = 115%
Payment at maturity	=	($1,000 x underlying performance factor of the worst performing underlying), subject to the minimum payment amount
	=	$950

In example 3, the final level of the EEM Shares is greater than the respective initial level, while the final level of the SX5E Index is less than its respective initial level. While the EEM Shares have appreciated by 15%, the SX5E Index has declined by 30%. Therefore, investors are exposed to the negative performance of the SX5E Index, which is the worst performing underlying in this example, subject to the minimum payment amount. Because the worst performing underlying has declined by more than 5.00%, investors receive the minimum payment amount of $950 per security at maturity, or 95.00% of the stated principal amount. In this example, investors are exposed to the negative performance of the worst performing underlying, subject to the minimum payment amount, even though the other underlying has appreciated in value by 15%, because the final level of each underlying is not greater than its respective initial level.

Field: Page; Sequence: 6; Value: 2

June 2018 Page 6

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Risk Factors

The following is a list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying prospectus. We also urge you to consult with your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

§ The securities do not pay interest and provide for a minimum payment amount of only 95.00% of principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide for a minimum payment amount of only 95.00% of principal at maturity. If the final level of either underlying is less than its respective initial level, the payout at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each security by an amount proportionate to the decline in the worst performing underlying from its initial level to its final level, subject to the minimum payment amount of $950 per security (95.00% of the stated principal amount). You could lose up to 5.00% of your investment in the securities.

§ You are exposed to the price risk of both underlyings. Your return on the securities it not linked to a basket consisting of both underlyings. Rather, it will be based upon the independent performance of each underlying. Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to both underlyings. Poor performance by either underlying over the term of the securities will negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying. If either underlying declines to below its respective initial level as of the determination date, you will lose up to 5.00% of your investment, even if the other underlying has appreciated or has not declined as much. Accordingly, your investment is subject to the price risk of both underlyings.

§ Because the securities are linked to the performance of the worst performing underlying, you are exposed to greater risk of sustaining a loss on your investment than if the securities were linked to just one underlying. The risk that you will suffer a loss on your investment is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying. With two underlyings, it is more likely that either underlying will decline to below its initial level as of the determination date than if the securities were linked to only one underlying. Therefore it is more likely that you will suffer a loss on your investment.

§ The market price of the securities will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including the value, volatility and dividend yield of each of the underlyings and of the stocks composing the MSCI Emerging Markets Index SM (the index which the EEM Shares seek to track), interest and yield rates in the market, time remaining until the securities mature (based in part on the term of the securities, which will be determined on the pricing date), geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the underlyings or equities markets generally and which may affect the final levels of the underlyings, the occurrence of certain events affecting the EEM Shares that may or may not require an adjustment to the adjustment factor, and any actual or anticipated changes in our credit ratings or credit spreads. The levels of the underlyings may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen . See “EURO STOXX 50 ® Index Overview” and “iShares ® MSCI Emerging Markets ETF” below. You may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

§ The maturity date of the securities is a pricing term and will be determined by us on the pricing date. We will not fix the maturity date until the pricing date, and so you will not know the exact term or the determination date of the securities at the time that you make your investment decision. The term could be as short as approximately 2 years, and as long as approximately 2 years and 3 months. You should be willing to hold your securities for up to approximately 2 years and 3 months, and the maturity date selected by us could have an impact on the value of the securities. For example, if the underlyings appreciate, a security with a shorter term will result in a higher annualized return based on that appreciation than a

Field: Page; Sequence: 7; Value: 2

June 2018 Page 7

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

security with a longer term. In addition, the levels of the underlyings may be lower on the actual determination date and the payment at maturity may be lower than if the determination date and maturity date had been set differently in the three-month range.

§ There are risks associated with investments in securities linked to the value of foreign (and especially emerging markets) equity securities. The securities are linked to the value of foreign equity securities. In addition, the price of the EEM Shares tracks the performance of the MSCI Emerging Markets Index SM , which measures the value of emerging markets equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. In addition, the stocks included in the MSCI Emerging Markets Index SM and that are generally tracked by the EEM Shares have been issued by companies in various emerging markets countries, which pose further risks in addition to the risks associated with investing in foreign equity markets generally. Countries with emerging markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions between countries.

§ The securities are subject to currency exchange risk . Because the price of the EEM Shares tracks the performance of the MSCI Emerging Markets Index SM , holders of the securities will be exposed to currency exchange rate risk with respect to each of the currencies in which such component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors including the supply of, and the demand for, those currencies, as well as relevant government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region. An investor’s net exposure will depend on the extent to which the currencies of the component securities strengthen or weaken against the U.S. dollar and the relative weight of each security. If, taking into account such weighting, the dollar strengthens against the currencies of the component securities represented in the EEM Shares, the price of the EEM Shares will be adversely affected and the payment at maturity on the securities may be reduced.

Of particular importance to potentially currency exchange risk are:

o existing and expected rates of inflation;

o existing and expected interest rate levels;

o the balance of payments; and

o the extent of governmental surpluses or deficits in the countries represented in the MSCI Emerging Markets Index SM and the United States.

Field: Page; Sequence: 8; Value: 2

June 2018 Page 8

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries represented in the MSCI Emerging Markets Index SM and the United States and other countries important to international trade and finance.

§ The performance and market price of the EEM Shares, particularly during periods of market volatility, may not correlate with the performance of the share underlying index, the performance of the component securities of the share underlying index or the net asset value per share of the EEM Shares. The EEM Shares do not fully replicate the MSCI Emerging Markets Index SM (the “share underlying index”) and may hold securities that are different than those included in the share underlying index. In addition, the performance of the EEM Shares will reflect additional transaction costs and fees that are not included in the calculation of the share underlying index. All of these factors may lead to a lack of correlation between the performance of EEM Shares and the share underlying index. In addition, corporate actions (such as mergers and spin-offs) with respect to the equity securities underlying the EEM Shares may impact the variance between the performances of the EEM Shares and the share underlying index. Finally, because the shares of the EEM Shares are traded on an exchange and are subject to market supply and investor demand, the market price of one share of the EEM Shares may differ from the net asset value per share of the EEM Shares.

In particular, during periods of market volatility, or unusual trading activity, trading in the securities underlying the EEM Shares may be disrupted or limited, or such securities may be unavailable in the secondary market. Under these circumstances, the liquidity of the EEM Shares may be adversely affected, market participants may be unable to calculate accurately the net asset value per share of the EEM Shares, and their ability to create and redeem shares of the EEM Shares may be disrupted. Under these circumstances, the market price of shares of the EEM Shares may vary substantially from the net asset value per share of the EEM Shares or the level of the share underlying index.

For all of the foregoing reasons, the performance of the EEM Shares may not correlate with the performance of the share underlying index, the performance of the component securities of the share underlying index or the net asset value per share of the EEM Shares. Any of these events could materially and adversely affect the price of the shares of the EEM Shares and, therefore, the value of the securities. Additionally, if market volatility or these events were to occur on the determination date, the calculation agent would maintain discretion to determine whether such market volatility or events have caused a market disruption event to occur, and such determination may affect the payment at maturity of the securities. If the calculation agent determines that no market disruption event has taken place, the payment at maturity would be based solely on the published closing price per share of the EEM Shares on the determination date, even if the EEM Shares’ shares are underperforming the share underlying index or the component securities of the share underlying index and/or trading below the net asset value per share of the EEM Shares.

§ The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities at maturity and therefore you are subject to our credit risk. If we default on our obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should

Field: Page; Sequence: 9; Value: 2

June 2018 Page 9

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

§ The amount payable on the securities is not linked to the values of the underlyings at any time other than the determination date. The final level of each underlying will be based on the closing level of such underlying on the determination date, subject to postponement for non-index business days, non-trading days and certain market disruption events. Even if both underlyings appreciate prior to the determination date but the value of either underlying drops by the determination date to be equal to or below its initial level, the payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the values of the underlyings prior to such drop. Although the actual values of the underlyings on the stated maturity date or at other times during the term of the securities may be higher than their respective final levels, the payment at maturity will be based solely on the closing levels on the determination date.

§ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlyings, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

§ The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this pricing supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price of the securities will be influenced by many unpredictable factors” above.

§ Adjustments to the SX5E Index could adversely affect the value of the securities. The publisher of the SX5E Index may add, delete or substitute the stocks constituting the SX5E Index or make other methodological changes that could change the value of the SX5E Index. The publisher of the SX5E Index may discontinue or suspend calculation or publication of the SX5E Index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is

Field: Page; Sequence: 10; Value: 2

June 2018 Page 10

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

comparable to the discontinued underlying and will be permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

§ Adjustments to the EEM Shares or the index tracked by the EEM Shares could adversely affect the value of the securities. The investment advisor to the iShares ® MSCI Emerging Markets ETF, BlackRock Fund Advisors (the “Investment Adviser”), seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index SM . Pursuant to its investment strategies or otherwise, the Investment Adviser may add, delete or substitute the stocks composing iShares ® MSCI Emerging Markets ETF. Any of these actions could adversely affect the price of the EEM Shares and, consequently, the value of the securities. MSCI Inc. (“MSCI”) is responsible for calculating and maintaining the MSCI Emerging Markets Index SM . MSCI may add, delete or substitute the stocks constituting the MSCI Emerging Markets Index SM or make other methodological changes that could change the level of the MSCI Emerging Markets Index SM . MSCI may discontinue or suspend calculation or publication of the MSCI Emerging Markets Index SM at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued MSCI Emerging Markets Index SM and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates. Any of these actions could adversely affect the price of the EEM Shares and, consequently, the value of the securities.

§ Investing in the securities is not equivalent to investing in the underlyings or the stocks composing the SX5E Index or the MSCI Emerging Markets Index SM . Investing in the securities is not equivalent to investing in the underlyings or the stocks that constitute the SX5E Index or the MSCI Emerging Markets Index SM . Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the SX5E Index or the MSCI Emerging Markets Index SM .

§ The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities . Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial levels and the final levels, and will calculate the amount of cash you will receive at maturity. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events, any adjustments to the adjustment factor and the selection of a successor index or calculation of a final level in the event of a discontinuance of an underlying or a market disruption event, and may adversely affect the payout to you at maturity. For further information regarding these types of determinations, see “Additional Information About the Securities—Additional Provisions—Calculation agent,” “—Adjustment factor,” “—Antidilution adjustments,” “—Index closing value,” “—Closing price,” “—Market disruption event” “—Discontinuance of the SX5E Index; alteration of method of calculation,” “—Alternate exchange calculation in case of an event of default,” “—Discontinuance of the EEM Shares and/or the share underlying index; alteration of method of calculation” and related definitions below. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to either underlying or the share underlying index),

Field: Page; Sequence: 11; Value: 2

June 2018 Page 11

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

including taking positions in stocks constituting the SX5E Index or the share underlying index or taking positions in the EEM Shares, futures and/or options contracts on the SX5E Index, the EEM Shares, the share underlying index or their component stocks listed on major securities markets. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the determination date approaches. Some of our affiliates also trade the stocks that constitute the underlyings and other financial instruments related to the underlyings on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially affect the initial level of an underlying, and, therefore, could increase the value at or above which such underlying must close on the determination date so that investors do not suffer a loss on their initial investment in the securities (depending also on the performance of the other underlying). Additionally, such hedging or trading activities during the term of the securities, including on the determination date, could adversely affect the closing value of either underlying on the determination date, and, accordingly, the amount of cash an investor will receive at maturity (depending also on the performance of the other underlying).

Field: Page; Sequence: 12; Value: 2

June 2018 Page 12

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

EURO STOXX 50 ® Index Overview

The EURO STOXX 50 ® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50 ® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50 ® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all market sectors. For additional information about the EURO STOXX 50 ® Index, see the information set forth under “EURO STOXX 50 ® Index” in the accompanying index supplement.

Information as of market close on June 6, 2018:

Bloomberg Ticker Symbol:	SX5E
Current Index Value:	3,460.82
52 Weeks Ago:	3,554.18
52 Week High (on 11/1/2017):	3,697.40
52 Week Low (on 3/26/2018):	3,278.72

The following graph sets forth the daily closing values of the SX5E Index for the period from January 1, 2013 through June 6, 2018. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the SX5E Index for each quarter in the same period. The closing value of the SX5E Index on June 6, 2018 was 3,460.82. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The SX5E Index has at times experienced periods of high volatility, and you should not take the historical values of the SX5E Index as an indication of its future performance.

SX5E Index Daily Closing Values January 1, 2013 to June 6, 2018

Field: Page; Sequence: 13; Value: 2

June 2018 Page 13

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

EURO STOXX 50 ® Index	High	Low	Period End
2013
First Quarter	2,749.27	2,570.52	2,624.02
Second Quarter	2,835.87	2,511.83	2,602.59
Third Quarter	2,936.20	2,570.76	2,893.15
Fourth Quarter	3,111.37	2,902.12	3,109.00
2014
First Quarter	3,172.43	2,962.49	3,161.60
Second Quarter	3,314.80	3,091.52	3,228.24
Third Quarter	3,289.75	3,006.83	3,225.93
Fourth Quarter	3,277.38	2,874.65	3,146.43
2015
First Quarter	3,731.35	3,007.91	3,697.38
Second Quarter	3,828.78	3,424.30	3,424.30
Third Quarter	3,686.58	3,019.34	3,100.67
Fourth Quarter	3,506.45	3,069.05	3,267.52
2016
First Quarter	3,178.01	2,680.35	3,004.93
Second Quarter	3,151.69	2,697.44	2,864.74
Third Quarter	3,091.66	2,761.37	3,002.24
Fourth Quarter	3,290.52	2,954.53	3,290.52
2017
First Quarter	3,500.93	3,230.68	3,500.93
Second Quarter	3,658.79	3,409.78	3,441.88
Third Quarter	3,594.85	3,388.22	3,594.85
Fourth Quarter	3,697.40	3,503.96	3,503.96
2018
First Quarter	3,672.29	3,278.72	3,361.50
Second Quarter (through June 6, 2018)	3,592.18	3,340.35	3,460.82

“EURO STOXX ® ” and “STOXX ® ” are registered trademarks of STOXX Limited. For more information, see “EURO STOXX 50 ® Index” in the accompanying index supplement.

Field: Page; Sequence: 14; Value: 2

June 2018 Page 14

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

iShares ® MSCI Emerging Markets ETF Overview

The iShares ® MSCI Emerging Markets ETF is an exchange-traded fund that seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index SM . The iShares ® MSCI Emerging Markets ETF is managed by iShares Trust (“iShares”), a registered investment company that consists of numerous separate investment portfolios, including the iShares ® MSCI Emerging Markets ETF. Information provided to or filed with the Securities and Exchange Commission by iShares pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 033-97598 and 811-09102, respectively, through the Commission’s website at www.sec.gov. In addition, information may be obtained from other publicly available sources. We make no representation or warranty as to the accuracy or completeness of such information.

Information as of market close on June 6, 2018:

Bloomberg Ticker Symbol:	EEM UP
Current Index Value:	$47.14
52 Weeks Ago:	$41.73
52 Week High (on 1/26/2018):	$52.08
52 Week Low (on 6/20/2017):	$40.98

The following graph sets forth the daily closing prices of the EEM Shares for the period from January 1, 2013 through June 6, 2018. The related table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the EEM Shares for each quarter in the same period. The closing price of the EEM Shares on June 6, 2018 was $47.14. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The EEM Shares have at times experienced periods of high volatility, and you should not take the historical closing prices of the EEM Shares as an indication of future performance.

Shares of the iShares ® MSCI Emerging Markets ETF Daily Closing Prices January 1, 2013 to June 6, 2018

Field: Page; Sequence: 15; Value: 2

June 2018 Page 15

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

iShares ® MSCI Emerging Markets ETF (CUSIP 464287234)	High ($)	Low ($)	Period End ($)
2013
First Quarter	45.20	41.80	42.78
Second Quarter	44.23	36.63	38.57
Third Quarter	43.29	37.34	40.77
Fourth Quarter	43.66	40.44	41.77
2014
First Quarter	40.99	37.09	40.99
Second Quarter	43.95	40.82	43.23
Third Quarter	45.85	41.56	41.56
Fourth Quarter	42.44	37.73	39.29
2015
First Quarter	41.07	37.92	40.13
Second Quarter	44.09	39.04	39.62
Third Quarter	39.78	31.32	32.78
Fourth Quarter	36.29	31.55	32.19
2016
First Quarter	34.28	28.25	34.25
Second Quarter	35.26	31.87	34.36
Third Quarter	38.20	33.77	37.45
Fourth Quarter	38.10	34.08	35.01
2017
First Quarter	39.99	35.43	39.39
Second Quarter	41.93	38.81	41.39
Third Quarter	45.85	41.05	44.81
Fourth Quarter	47.81	44.82	47.12
2018
First Quarter	52.08	45.69	48.28
Second Quarter (through June 6, 2018)	48.14	45.35	47.14

This document relates only to the securities offered hereby and does not relate to the EEM Shares. We have derived all disclosures contained in this document regarding iShares from the publicly available documents described above. In connection with the offering of the securities, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of the EEM Shares (and therefore the price of the EEM Shares at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning iShares could affect the value received at maturity with respect to the securities and therefore the value of the securities. Neither we nor any of our affiliates makes any representation to you as to the performance of the EEM Shares.

We and/or our affiliates may presently or from time to time engage in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the EEM Shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws. As a prospective purchaser of the securities, you should undertake an independent investigation of iShares as in

Field: Page; Sequence: 16; Value: 2

June 2018 Page 16

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

your judgment is appropriate to make an informed decision with respect to an investment linked to the EEM Shares.

“iShares ® ” is a registered mark of BlackRock Institutional Trust Company, N.A. (“BTC”). The securities are not sponsored, endorsed, sold, or promoted by BTC. BTC makes no representations or warranties to the owners of the securities or any member of the public regarding the advisability of investing in the securities. BTC has no obligation or liability in connection with the operation, marketing, trading or sale of the securities.

The MSCI Emerging Markets Index SM . The MSCI Emerging Markets Index SM is a stock index calculated, published and disseminated daily by MSCI Inc. and is intended to provide performance benchmarks for certain emerging equity markets including Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The MSCI Emerging Markets Index SM is described in “MSCI Emerging Markets Index SM ” and “MSCI Global Investable Market Indices Methodology” in the accompanying index supplement.

Field: Page; Sequence: 17; Value: 2

June 2018 Page 17

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Additional Information About the Securities

Please read this information in conjunction with the summary terms on the front cover of this document.

Additional Provisions:
SX5E Index publisher:	STOXX Limited
Share underlying index:	The MSCI Emerging Markets Index SM
Share underlying index publisher:	MSCI Inc.
Book entry security or certificated security:	Book
entry. The securities will be issued in the form of one or more fully registered global securities which will be
deposited with, or on behalf of, the depositary and will be registered in the name of a nominee of the depositary. The
depositary’s nominee will be the only registered holder of the securities. Your beneficial interest in the
securities will be evidenced solely by entries on the books of the securities intermediary acting on your behalf as a direct
or indirect participant in the depositary. In this preliminary pricing supplement, all references to payments or
notices to you will mean payments or notices to the depositary, as the registered holder of the securities, for distribution
to participants in accordance with the depositary’s procedures. For more information regarding the depositary
and book entry notes, please read “The Depositary” in the accompanying prospectus supplement and “Forms
of Securities—Global Securities—Registered Global Securities” in the accompanying prospectus.
Senior security or subordinated security:	Senior
Specified currency:	U.S.
dollars
Denominations:	$1,000
per security and integral multiples thereof
Call right:	The
securities are not callable prior to the maturity date.
Postponement of maturity date:	If
the determination date is postponed so that it falls less than two business days prior to the scheduled maturity date, the
maturity date of the securities will be postponed to the second business day following the determination date as postponed.
Minimum ticketing size:	$1,000
/ 1 security
Trustee:	The
Bank of New York Mellon, a New York banking corporation
Calculation agent:	The calculation agent for the
securities will be MS & Co. All determinations made by the calculation agent will be at the sole discretion of the calculation
agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you, the trustee and us. All calculations with respect
to the payment at maturity on the securities shall be made by the calculation agent and shall be rounded to the nearest one hundred-thousandth,
with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination
of the amount of cash payable per stated principal amount shall be rounded to the nearest ten-thousandth, with five one hundred-thousandths
rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate principal amount of the
securities shall be rounded to the nearest cent, with one-half cent rounded upward. Because the calculation
agent is our affiliate, the economic interests of the calculation agent and its affiliates may be adverse to your interests as
an investor in the securities, including with respect to certain determinations and judgments that the calculation agent must
make in determining the payment that you will receive at maturity or whether a market disruption event has occurred. See “Market
disruption event,” “Discontinuance of the underlying index; alteration of method of calculation” and “Discontinuance
of the EEM Shares and/or share underlying index; alteration of method of calculation” below. MS & Co. is obligated to
carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
Tax considerations:	In the opinion of our counsel, Davis Polk & Wardwell LLP, the securities should be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described in the section of the accompanying prospectus supplement called “United States Federal Taxation—Tax Consequences to U.S. Holders—Contingent Payment Notes.” Under this treatment, if you are a U.S. taxable investor, you generally will be subject to annual income tax based on the “comparable yield” (as defined in the accompanying prospectus supplement) of the securities, even though no interest is payable on the securities. In addition, any gain recognized by U.S. taxable investors on the sale or exchange, or at maturity, of the securities generally will be treated as ordinary income. If the securities were priced on June 7, 2018 and were to mature on September 30, 2020, the “comparable yield” for the securities would be a rate of 3.3425 % per annum, compounded semi-annually; however, the comparable yield will be determined on the pricing date and may be significantly higher or lower than the comparable yield set forth above. Based on the comparable yield set forth above, the “projected payment schedule”

Field: Page; Sequence: 18; Value: 2

June 2018 Page 18

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

for a security (assuming an issue price of $1,000) consists of a single projected amount equal to $1,077.7737 due at maturity. The comparable yield and the projected payment schedule for the securities will be updated in the final pricing supplement. You should read the discussion under “United States Federal Taxation” in the accompanying prospectus supplement concerning the U.S. federal income tax consequences of an investment in the securities. In addition, please see “United States Federal Taxation – Tax Consequences to U.S. Holders – Backup Withholding and Information Reporting” and “United States Federal Taxation – Tax Consequences to U.S. Holders – Disclosure Requirements” of the accompanying prospectus supplement.

The following table states the amount of original issue discount (“OID”) (without taking into account any adjustment to reflect the difference, if any, between the actual and the projected amount of the contingent payment on a security) that will be deemed to have accrued with respect to a security for each accrual period (assuming a day count convention of 30 days per month and 360 days per year), based upon the comparable yield set forth above.

| ACCRUAL
PERIOD | OID
DEEMED TO ACCRUE DURING ACCRUAL PERIOD (PER SECURITY) | TOTAL
OID DEEMED TO HAVE ACCRUED FROM ORIGINAL ISSUE DATE (PER SECURITY) AS OF END OF ACCRUAL PERIOD |
| --- | --- | --- |
| Original Issue Date through June 30, 2018 | $0.2785 | $0.2785 |
| July 1, 2018 through December 31, 2018 | $16.7172 | $16.9957 |
| January 1, 2019 through June 30, 2019 | $16.9965 | $33.9922 |
| July 1, 2019 through December 31, 2019 | $17.2806 | $51.2728 |
| January 1, 2020 through June 30, 2020 | $17.5694 | $68.8422 |
| July 1, 2020 through the Maturity Date | $8.9315 | $77.7737 |

| The comparable yield and the projected payment schedule are
not provided for any purpose other than the determination of U.S. Holders’ accruals of OID and adjustments thereto in respect
of the securities for U.S. federal income tax purposes, and we make no representation regarding the actual amount of the payment
that will be made on a security. If you are a non-U.S. investor, please also read the section
of the accompanying prospectus supplement called “United States Federal Taxation—Tax Consequences to Non-U.S. Holders.” As discussed in the accompanying prospectus supplement, Section
871(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations promulgated thereunder
(“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents
paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include
U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally applies to
securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests
set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an Internal Revenue
Service (“IRS”) notice, Section 871(m) will not apply to securities issued before January 1, 2019 that do not have
a delta of one with respect to any Underlying Security. Based on our determination that the securities do not have a delta of one
with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and,
therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and the
IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances,
including whether you enter into other transactions with respect to an Underlying Security. If withholding is required, we
will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser
regarding the potential application of Section 871(m) to the securities. |
| --- |
| You should consult your tax adviser regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. Moreover, neither this document nor the accompanying prospectus supplement addresses the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. |
| The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying prospectus supplement, insofar as they purport to describe |

Field: Page; Sequence: 19; Value: 2

June 2018 Page 19

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

	provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
Adjustment factor:	The adjustment factor with respect to the EEM Shares is initially set at 1.0, and is subject to adjustment in the event of certain corporate events affecting the EEM Shares. See “—Antidilution Adjustments” below.
Antidilution adjustments:	The adjustment factor with respect to the EEM
Shares shall be adjusted as follows: If the EEM Shares are subject to a stock split
or reverse stock split, then once such split has become effective, the adjustment factor for the EEM Shares will be adjusted by
the calculation agent to equal the product of the prior adjustment factor and the number of shares issued in such stock split or
reverse stock split with respect to one share of the EEM Shares. No adjustment to the adjustment factor pursuant
to the paragraph above will be required unless such adjustment would require a change of at least 0.1% in the amount being adjusted
as then in effect. Any number so adjusted will be rounded to the nearest one hundred-thousandth with five one-millionths being
rounded upward. The calculation agent will be solely responsible
for the determination and calculation of any adjustments to the adjustment factor or method of calculating the adjustment factor
and of any related determinations, and its determinations and calculations with respect thereto will be conclusive in the absence
of manifest error. The calculation agent will provide
information as to any adjustments to the adjustment factor upon written request by any investor in the securities.
Business day:	Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.
Index business day:	With respect to the SX5E Index, index business day means a day, as determined by the calculation agent, on which trading is generally conducted on each relevant exchange for the SX5E Index, other than a day on which trading on such relevant exchange is scheduled to close prior to the time of the posting of its regular final weekday closing price.
Trading day:	With respect to the EEM Shares, a day, as determined by the calculation agent, on which trading is generally conducted on the New York Stock Exchange, Nasdaq, the Chicago Mercantile Exchange and the Chicago Board of Options Exchange and in the over-the-counter market for equity securities in the United States.
Relevant exchange:	With respect to, the SX5E Index or its successor index, the share underlying index or its successor index, the primary exchange(s) or market(s) of trading for any security (or any combination thereof) then included such index and any futures or options contracts related to such index or to any security then included in such index.
Index closing value:	With respect to the SX5E Index, the index closing value on any index business day means the official closing value of the SX5E Index, or any successor index (as defined under “Discontinuance of the SX5E Index; Alteration of Method of Calculation” below), published at the regular official weekday close of trading on such index business day by the SX5E Index publisher, as determined by the calculation agent. In certain circumstances, the index closing value for the SX5E Index will be based on the alternate calculation of the SX5E Index described under “Discontinuance of the SX5E Index; alteration of method of calculation.”
Closing price:	Subject to the provisions set out under “Discontinuance
of the EEM Shares and/or the share underlying index; alteration of method of calculation” below, the closing price for one
share of the EEM Shares (or one unit of any other security for which a closing price must be determined) on any trading day means: (i) if the EEM Shares (or any such other security) are listed on a national securities exchange (other than the Nasdaq), the
last reported sale price, regular way, of the principal trading session on such day on the principal national securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which the EEM Shares (or any such other security) are listed, (ii) if
the EEM Shares (or any such other security) are securities of the Nasdaq, the official closing price of the EEM Shares published
by the Nasdaq on such day, or (iii) if
the EEM Shares (or any such other security) are not listed on any national securities exchange but are included in the OTC Bulletin
Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”),
the last reported sale price of the principal trading session on the OTC Bulletin Board on such day for the EEM Shares.

Field: Page; Sequence: 20; Value: 2

June 2018 Page 20

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

	If the EEM Shares (or any such other security) are listed on any national securities exchange but the last reported sale price or the official closing price published by such exchange, or by the Nasdaq, as applicable, is not available pursuant to the preceding sentence, then the closing price for one share of the EEM Shares (or one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session on the over-the-counter market as reported on the Nasdaq or the OTC Bulletin Board on such day. If a market disruption event (as defined below) occurs with respect to the EEM Shares (or any such other security) or the last reported sale price or the official closing price published by the Nasdaq, as applicable, for the EEM Shares (or any such other security) is not available pursuant to either of the two preceding sentences, then the closing price for any trading day will be the mean, as determined by the calculation agent, of the bid prices for the EEM Shares (or any such other security) for such trading day obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the calculation agent. Bids of MS & Co. and its successors or any of its affiliates may be included in the calculation of such mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third party dealers, such closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good faith) taking into account any information that it deems relevant. The term “OTC Bulletin Board Service” will include any successor service thereto, or, if applicable, the OTC Reporting Facility operated by FINRA. See “Discontinuance of the EEM Shares and/or the share underlying index; alteration of method of calculation” below.
Market disruption event:	(A) Market disruption event means, with respect
to the SX5E Index, (i) the occurrence or existence of any of: (a) a
suspension, absence or material limitation of trading of securities then constituting 20 percent or more of the value of the SX5E
Index (or the successor index) on the relevant exchanges for such securities for more than two hours of trading or during the one-half
hour period preceding the close of the principal trading session on such relevant exchange; or (b) a
breakdown or failure in the price and trade reporting systems of any relevant exchange as a result of which the reported trading
prices for securities then constituting 20 percent or more of the value of the SX5E Index (or the successor index) during the last
one-half hour preceding the close of the principal trading session on such relevant exchange are materially inaccurate; or (c) the
suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts
or exchange-traded funds related to the SX5E Index (or the successor index) for more than two hours of trading or during the one-half
hour period preceding the close of the principal trading session on such market, in each case as determined by the calculation
agent in its sole discretion; and (ii) a determination by the calculation agent
in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any
of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to the securities. For the purpose of determining whether a market
disruption event exists at any time with respect to the SX5E Index, if trading in a security included in the SX5E Index is materially
suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the SX5E
Index will be based on a comparison of (x) the portion of the value of the SX5E Index attributable to that security relative to
(y) the overall value of the SX5E Index, in each case immediately before that suspension or limitation. For the purpose of determining whether
a market disruption event has occurred with respect to the SX5E Index: (1) a limitation on the hours or number of days of trading
will not constitute a market disruption event if it results from an announced change in the regular business hours of the relevant
exchange or market, (2) a decision to permanently discontinue trading in the relevant futures or options contract or exchange-traded
fund will not constitute a market disruption event, (3) a suspension of trading in futures or options contracts or exchange-traded
funds on the SX5E Index by the primary securities market trading in such contracts or funds by reason of (a) a price change exceeding
limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or funds, or (c) a disparity
in bid and ask quotes relating to such contracts or funds will constitute a suspension, absence or material limitation of trading
in futures or options contracts or exchange-traded funds related to the SX5E Index and (4) a “suspension, absence or material
limitation of trading” on any relevant exchange or on the primary market on which futures or options contracts or exchange-traded
funds related to the SX5E Index are traded will not include any time when such securities market is itself closed for

Field: Page; Sequence: 21; Value: 2

June 2018 Page 21

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

| | trading under ordinary circumstances. (B) Market disruption event means, with respect
to the EEM Shares, (i) the occurrence or existence of any of: (a) a suspension, absence or material limitation of trading of the EEM Shares on the primary market for the EEM Shares for more
than two hours of trading or during the one-half hour period preceding the close of the principal trading session in such market;
or a breakdown or failure in the price and trade reporting systems of the primary market for the EEM Shares as a result of which
the reported trading prices for the EEM Shares during the last one-half hour preceding the close of the principal trading session
in such market are materially inaccurate; or the suspension, absence or material limitation of trading on the primary market for
trading in futures or options contracts related to the EEM Shares, if available, during the one-half hour period preceding the
close of the principal trading session in the applicable market, in each case as determined by the calculation agent in its sole
discretion; or (b) a suspension, absence or material limitation of trading of stocks then constituting 20 percent or more of the value of the
share underlying index for the EEM Shares on the relevant exchange(s) for such securities for more than two hours of trading or
during the one-half hour period preceding the close of the principal trading session on such relevant exchange(s), in each case
as determined by the calculation agent in its sole discretion; or (c) the suspension, material limitation or absence of trading on any major U.S. securities market for trading in futures or
options contracts related to the share underlying index or the EEM Shares for more than two hours of trading or during the one-half
hour period preceding the close of the principal trading session on such market, in each case as determined by the calculation
agent in its sole discretion; and (ii) a determination by the calculation agent
in its sole discretion that any event described in clause (i) above materially interfered with our ability or the ability of any
of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to the securities. For the purpose of determining whether a market
disruption event exists at any time, if trading in a security included in the share underlying index is materially suspended or
materially limited at that time, then the relevant percentage contribution of that security to the level of the share underlying
index will be based on a comparison of (x) the portion of the level of the share underlying index attributable to that security
relative to (y) the overall level of the share underlying index, in each case immediately before that suspension or limitation. For the purpose of determining whether
a market disruption event has occurred with respect to the EEM Shares: (1) a limitation on the hours or number of days of trading
will not constitute a market disruption event if it results from an announced change in the regular business hours of the relevant
exchange or market, (2) a decision to permanently discontinue trading in the EEM Shares or in the futures or options contract
related to the share underlying index or the EEM Shares will not constitute a market disruption event, (3) a suspension of trading
in futures or options contracts on the share underlying index or the EEM Shares by the primary securities market trading in such
contracts by reason of (a) a price change exceeding limits set by such securities exchange or market, (b) an imbalance of orders
relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts will constitute a suspension, absence
or material limitation of trading in futures or options contracts related to the share underlying index or the EEM Shares and
(4) a “suspension, absence or material limitation of trading” on any relevant exchange or on the primary market on
which futures or options contracts related to the share underlying index or the EEM Shares are traded will not include any time
when such securities market is itself closed for trading under ordinary circumstances. Regarding any permanent discontinuance
of trading in the EEM Shares, see “Discontinuance of the EEM Shares and/or the share underlying index; alteration of method
of calculation” below. |
| --- | --- |
| Discontinuance of the SX5E Index; alteration of method of calculation: | If the SX5E Index publisher discontinues
publication of the SX5E Index and the SX5E Index publisher or another entity (including MS & Co.) publishes a successor or
substitute index that the calculation agent determines, in its sole discretion, to be comparable to such discontinued SX5E Index
(such index being referred to herein as the “successor index”), then any subsequent index closing value for such affected
SX5E Index will be determined by reference to the published value of such successor index at the regular weekday close of trading
on any index business day that such index closing value is to be determined, and to the extent the index closing value of the
successor index differs from the index closing |

Field: Page; Sequence: 22; Value: 2

June 2018 Page 22

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

| | value of the SX5E Index at the time of such
substitution, a proportionate adjustment will be made by the calculation agent to the relevant initial level. Upon any selection by the calculation agent
of the successor index, the calculation agent will cause written notice thereof to be furnished to the trustee, to the issuer and
to the depositary, as holder of the securities, within three business days of such selection. If the SX5E Index publisher discontinues publication
of the SX5E Index or the successor index prior to, and such discontinuance is continuing on, the determination date and the calculation
agent determines, in its sole discretion, that no successor index is available at such time, then the calculation agent will determine
the index closing value for the SX5E Index for the determination date. The index closing value of the SX5E Index or the successor
index will be computed by the calculation agent in accordance with the formula for and method of calculating such index last in
effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended
or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation)
at the close of the principal trading session of the relevant exchange on the determination date of each security most recently
constituting the such index without any rebalancing or substitution of such securities following such discontinuance. If at any time, the method of calculating
the SX5E Index or the successor index, or the value thereof, is changed in a material respect, or if the SX5E Index or the successor
index is in any other way modified so that such index does not, in the opinion of the calculation agent, fairly represent the
value of such index had such changes or modifications not been made, then, from and after such time, the calculation agent will,
at the close of business in New York City on each date on which the index closing value for the SX5E Index is to be determined,
make such calculations and adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive
at a value of a stock index comparable to the SX5E Index or the successor index, as the case may be, as if such changes or modifications
had not been made, and the calculation agent will calculate the final level of the SX5E Index with reference to the SX5E Index
or the successor index, as adjusted. Accordingly, if the method of calculating the SX5E Index or the successor index is modified
so that the value of such index is a fraction of what it would have been if it had not been modified (e.g., due to a split in
the index), then the calculation agent will adjust such index in order to arrive at a value of the SX5E Index or the successor
index as if it had not been modified (e.g., as if such split had not occurred). |
| --- | --- |
| Discontinuance of the EEM Shares and/or
the share underlying index; alteration of method of calculation: | If trading in the EEM Shares on every applicable
national securities exchange, on the OTC Bulletin Board and in the over-the-counter market is permanently discontinued or the iShares ® MSCI Emerging Markets ETF is liquidated or otherwise terminated (a “discontinuance or liquidation event”), the closing
price of the EEM Shares on any trading day following the discontinuance or liquidation event will be determined by the calculation
agent and will be deemed to equal the product of (i) the closing value of the share underlying index for the EEM Shares (or any
successor index, as described below) on such date (taking into account any material changes in the method of calculating the share
underlying index following such discontinuance or liquidation event) and (ii) a fraction, the numerator of which is the closing
price of the EEM Shares and the denominator of which is the closing value of the share underlying index (or any successor index,
as described below), each determined as of the last day prior to the occurrence of the discontinuance or liquidation event on which
a closing price was available. If, subsequent to a discontinuance or liquidation
event, the share underlying index publisher discontinues publication of the share underlying index and the share underlying index
publisher or another entity (including MS & Co.) publishes a successor or substitute index that the calculation agent determines,
in its sole discretion, to be comparable to the discontinued the share underlying index (such index being referred to herein as
a “successor index”), then any subsequent closing price for the EEM Shares on any trading day following a discontinuance
or liquidation event will be determined by reference to the published value of such successor index at the regular weekday close
of trading on such trading day, and, to the extent the value of the successor index differs from the value of the share underlying
index at the time of such substitution, proportionate adjustments shall be made by the calculation agent for purposes of calculating
payments on the securities. Upon any selection by the calculation
agent of a successor index, the calculation agent will cause written notice thereof to be furnished to the trustee, to us and
to the depositary, as holder of the securities, within three business days of such selection. We expect that such notice will
be made available to you, as a beneficial owner of the securities, in accordance with the standard rules and procedures of the
depositary and its direct and indirect participants. |

Field: Page; Sequence: 23; Value: 2

June 2018 Page 23

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

	If, subsequent to a discontinuance or liquidation event, the share underlying index publisher discontinues publication of the share underlying index prior to, and such discontinuance is continuing on, the determination date, and the calculation agent determines, in its sole discretion, that no successor index is available at such time, then the calculation agent will determine the closing price for the EEM Shares for such date. Such closing price will be computed by the calculation agent in accordance with the formula for and method of calculating the share underlying index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session of the relevant exchange on such date of each security most recently composing the share underlying index without any rebalancing or substitution of such securities following such discontinuance.
Alternate exchange calculation in case of an event of default:	If an event of default with respect
to the securities will have occurred and be continuing, the amount declared due and payable upon any acceleration of the securities
(the “Acceleration Amount”) will be an amount, determined by the calculation agent in its sole discretion, that is
equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all
our payment and other obligations with respect to the securities as of that day and as if no default or acceleration had occurred,
or to undertake other obligations providing substantially equivalent economic value to you with respect to the securities. That
cost will equal: · the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus · the reasonable expenses, including reasonable attorneys’ fees, incurred by the holders of the securities in preparing
any documentation necessary for this assumption or undertaking. During the default quotation period for the
securities, which we describe below, the holders of the securities and/or we may request a qualified financial institution to provide
a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must
notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest—or,
if there is only one, the only—quotation obtained, and as to which notice is so given, during the default quotation period.
With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds,
to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing
of those grounds within two business days after the last day of the default quotation period, in which case that quotation will
be disregarded in determining the Acceleration Amount. Notwithstanding the foregoing, if a voluntary
or involuntary liquidation, bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley,
then depending on applicable bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount. If the maturity of the securities is accelerated
because of an event of default as described above, we will, or will cause the calculation agent to, provide written notice to the
trustee at its New York office, on which notice the trustee may conclusively rely, and to the depositary of the Acceleration Amount
and the aggregate cash amount due, if any, with respect to the securities as promptly as possible and in no event later than two
business days after the date of such acceleration. Default quotation period The default quotation period is the
period beginning on the day the Acceleration Amount first becomes due and ending on the third business day after that day, unless: · no quotation of the kind referred to above is obtained, or · every quotation of that kind obtained is objected to within five business days after the due date as described above. If either of these two events occurs, the default
quotation period will continue until the third business day after the first business day on which prompt notice of a quotation
is given as described above. If that quotation is objected to as described above within five business days after that first business
day, however, the default quotation period will continue as described in the prior sentence and this sentence. In any event, if the default quotation period
and the subsequent two business day objection period have not ended before the determination date, then the Acceleration Amount
will equal the principal amount of the securities. Qualified financial institutions For the purpose of determining the
Acceleration Amount at any time, a qualified financial institution must be a financial institution organized under the laws of
any jurisdiction in the United States or Europe, which at that time has outstanding debt obligations with a stated

Field: Page; Sequence: 24; Value: 2

June 2018 Page 24

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

| | maturity of one year or less from
the date of issue and rated either: · A-2 or higher by Standard & Poor’s Ratings Services or any successor, or any other comparable rating then used
by that rating agency, or · P-2
or higher by Moody’s Investors Service or any successor, or any other comparable rating then used by that rating agency |
| --- | --- |
| Use of proceeds and hedging: | The proceeds from the sale of the securities
will be used by us for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we
enter into hedging transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse
the cost of the agent’s commissions. The costs of the securities borne by you and described on page 2 above comprise the
agent’s commissions and the cost of issuing, structuring and hedging the securities. See also “Use of Proceeds”
in the accompanying prospectus. On or prior to the pricing date, we
expect to hedge our anticipated exposure in connection with the securities by entering into hedging transactions with our affiliates
and/or third-party dealers. We expect our hedging counterparties to take positions in the EEM Shares, in stocks constituting the
SX5E Index or the share underlying index, in futures and/or options contracts on the SX5E Index, the EEM Shares, the share underlying
index or their component stocks listed on major securities markets, or positions in any other available securities or instruments
that they may wish to use in connection with such hedging. Such purchase activity could increase the level of either underlying
on the pricing date, and therefore could increase the level at or above which such underlying must close on the determination
date so that investors do not suffer a loss on their initial investment in the securities (depending also on the performance of
the other underlying). In addition, through our affiliates, we are likely to modify our hedge position throughout the term of
the securities, including on the determination date, by purchasing and selling the EEM Shares, the stocks constituting the SX5E
Index or the share underlying index, futures or options contracts on the SX5E Index, the EEM Shares, the share underlying index
or their component stocks listed on major securities markets or positions in any other available securities or instruments that
we may wish to use in connection with such hedging activities. As a result, these entities may be unwinding or adjusting hedge
positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments
to the hedge as the determination date approaches. We cannot give any assurance that our hedging activities will not affect the
value of either underlying, and, therefore, adversely affect the value of the securities or the payment you will receive at maturity
(depending also on the performance of the other underlying). |
| Benefit plan investor considerations: | Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan. In addition, we and certain of our affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions
between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code
would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS &
Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an
exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules
could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those persons, unless exemptive
relief is available under an applicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited
transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions
resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined
by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for
certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company
separate accounts) and PTCE 84-14 (for certain |

Field: Page; Sequence: 25; Value: 2

June 2018 Page 25

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the securities. Because we may be considered a party in interest with respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these securities will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar Law. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. The securities are contractual financial instruments. The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities. Each purchaser or holder of any securities acknowledges and agrees that: (i) the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities; (ii) we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all hedging transactions in connection with our obligations under the securities; (iii) any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder; (iv) our interests are adverse to the interests of the purchaser or holder; and (v) neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice. Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities to

Field: Page; Sequence: 26; Value: 2

June 2018 Page 26

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally or any particular plan. In this regard, neither this discussion nor anything provided in this document is or is intended to be investment advice directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers of the securities should consult and rely on their own counsel and advisers as to whether an investment in the securities is suitable. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan Stanley, Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of the securities by the account, plan or annuity.

Field: Page; Sequence: 27; Value: 2

June 2018 Page 27

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

Additional considerations:	Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest:	Selected dealers, which may include our affiliates,
and their financial advisors will collectively receive from the agent a fixed sales commission of $ for each security they sell. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities, including
the determination date and the maturity date, such that for each security the estimated value on the pricing date will be no lower
than the minimum level described in “Investment Summary” on page 2. MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. In order to facilitate the offering of the securities,
the agent may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the
agent may sell more securities than it is obligated to purchase in connection with the offering, creating a naked short position
in the securities, for its own account. The agent must close out any naked short position by purchasing the securities in the
open market. A naked short position is more likely to be created if the agent is concerned that there may be downward pressure
on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.
As an additional means of facilitating the offering, the agent may bid for, and purchase, the securities or the securities underlying
the underlying index in the open market to stabilize the price of the securities. Any of these activities may raise or maintain
the market price of the securities above independent market levels or prevent or retard a decline in the market price of the securities.
The agent is not required to engage in these activities, and may end any of these activities at any time. An affiliate of the
agent has entered into a hedging transaction with us in connection with this offering of securities. See “Plan of Distribution
(Conflicts of Interest)” in the accompanying prospectus supplement and “Use of proceeds and hedging” above.
Selling restrictions:	General No action has been or will be taken by us, the agent or any dealer
that would permit a public offering of the securities or possession or distribution of this preliminary pricing supplement or the
accompanying prospectus supplement, index supplement or prospectus in any jurisdiction, other than the United States, where action
for that purpose is required. No offers, sales or deliveries of the securities, or distribution of this preliminary pricing supplement
or the accompanying prospectus supplement, index supplement or prospectus or any other offering material relating to the securities,
may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations
and will not impose any obligations on us, the agent or any dealer. The agent has represented and agreed, and each dealer through
which we may offer the securities has represented and agreed, that it (i) will comply with all applicable laws and regulations
in force in each non-U.S. jurisdiction in which it purchases, offers, sells or delivers the securities or possesses or distributes
this preliminary pricing supplement and the accompanying prospectus supplement, index supplement and prospectus and (ii) will obtain
any consent, approval or permission required by it for the purchase, offer or sale by it of the securities under the laws and regulations
in force in each non-U.S. jurisdiction to which it is subject or in which it makes purchases, offers or sales of the securities.
We shall not have responsibility for the agent’s or any dealer’s compliance with the applicable laws and regulations
or obtaining any required consent, approval or permission. In addition to the selling restrictions set forth in “Plan
of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement, the following selling restrictions also
apply to the securities: Brazil The securities have not been and will not be registered with
the Comissão de Valores Mobiliários (The Brazilian Securities Commission). The securities may not be offered or sold
in the Federative Republic of Brazil except in circumstances which do not constitute a public offering or distribution under Brazilian
laws and regulations. Chile The securities have not been registered with the Superintendencia
de Valores y Seguros in Chile and may not be offered or sold publicly in Chile. No offer, sales or deliveries of the securities
or distribution of this preliminary pricing supplement or the accompanying

Field: Page; Sequence: 28; Value: 2

June 2018 Page 28

Morgan Stanley Finance LLC

Equity-Linked Partial Principal at Risk Securities due June , 2020 to September , 2020

Based on the Performance of the Worst Performing of the EURO STOXX 50 ® Index and the iShares ® MSCI Emerging Markets ETF

Field: /Page

| | prospectus supplement, index supplement or prospectus, may be
made in or from Chile except in circumstances which will result in compliance with any applicable Chilean laws and regulations. Mexico The securities have not been registered with the National
Registry of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or sold publicly
in Mexico. This preliminary pricing supplement, the accompanying prospectus supplement, the accompanying index supplement and
the accompanying prospectus may not be publicly distributed in Mexico. |
| --- | --- |
| Where you can find more information: | Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the prospectus supplement and the index supplement) with the Securities and Exchange Commission,
or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the
prospectus supplement, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have
filed with the SEC for more complete information Morgan Stanley, MSFL and this offering. You may get these documents without cost
by visiting EDGAR on the SEC web site at . www.sec.gov. Alternatively, Morgan Stanley, MSFL, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus, the prospectus supplement and
the index supplement if you so request by calling toll-free 800-584-6837. You may access these documents on the SEC web site at.www.sec.gov
as follows: Prospectus Supplement dated November 16, 2017 Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017 Terms used but not defined in this document are defined
in the prospectus supplement, in the index supplement or in the prospectus. |

Field: Page; Sequence: 29; Options: Last

June 2018 Page 29

Field: /Page